Article 1 definitions 13 1 101. Definitions

132805.  Notice and filing requirements; license fee.
(a)  Any outofstate bank that will be the resulting bank pursuant to an interstate merger transaction involving a Wyoming bank shall notify the commissioner of the proposed merger not later than the date on which it files an application for an interstate merger transaction with the responsible federal bank supervisory agency, and shall submit a copy of that application to the commissioner together with a filing fee, if any, not exceeding four thousand five hundred dollars ($4,500.00), as required by the commissioner. Except as prohibited by federal law, any Wyoming state bank which is a party to the interstate merger transaction shall comply with the applicable provisions of W.S. 134101 through 134114 and with other applicable state and federal laws. Any outofstate bank which will be the resulting bank in an interstate merger transaction shall provide satisfactory evidence to the commissioner of compliance with applicable requirements of W.S. 17161503, 17161506 and 17161507.
(b)  Every branch bank in this state shall be licensed by the commissioner before operating, engaging in or conducting a banking business. The license shall be renewed annually, not more than sixty (60) nor less than thirty (30) days before the anniversary date upon which the initial license is issued.
(c)  The commissioner shall fix the amount of the initial license fee and annual renewal fee by rule and regulation. Annual renewal fees may be assessed on a graduated or progressive scale based on deposits, assets, business volume, loans or a combination of these or other factors as determined by the commissioner.
132806.  Powers; additional branches.
(a)  An outofstate state bank which establishes and maintains one (1) or more branches in Wyoming under this article may conduct any activities at the branch or branches that are authorized under the laws of this state for branches of Wyoming state banks.
(b)  A Wyoming state bank may conduct any activities at any branch outside Wyoming that are permissible for a bank chartered by the host state where the branch is located, except to the extent the activities are expressly prohibited by the laws of this state or by any regulation or order of the commissioner applicable to the Wyoming state bank; provided, however, the commissioner may waive the prohibition if he determines, by order or regulation, that the involvement of outofstate branches of Wyoming state banks in particular activities would not threaten the safety or soundness of the banks.
(c)  An out-of-state bank that has established or acquired a branch in Wyoming under this article may establish or acquire branches in Wyoming to the same extent that any Wyoming bank may establish or acquire a branch in Wyoming under applicable federal and state law.
132807.  Examinations; periodic reports; cooperative agreements; assessment of fees.
(a)  To the extent consistent with subsection (c) of this section, the commissioner may make such examinations of any branch established and maintained in this state pursuant to this article by an outofstate bank as the commissioner may deem necessary to determine whether the branch is being operated in compliance with the laws of this state and in accordance with safe and sound banking practices. All operations of the licensed branch in this state are subject to the same laws, rules, regulations, restrictions and requirements that apply to a branch of a bank chartered under the laws of this state. Licensed branches are subject to the same requirements for examinations, and shall be assessed the same examination and service fees, as provided for branches of a bank chartered in this state.
(b)  Records of the activities and operations in this state of a branch operating pursuant to this article shall be made available upon request of the commissioner. The commissioner may prescribe requirements for periodic reports regarding any outofstate bank that operates a branch in Wyoming pursuant to this article. The required reports shall be provided by such banks or by the bank supervisory agency having primary responsibility for the bank. Any reporting requirement prescribed by the commissioner under this subsection shall be:
(i)  Consistent with the reporting requirement applicable to Wyoming state banks; and
(ii)  Appropriate for the purpose of enabling the commissioner to carry out his responsibilities under this article.
(c)  The commissioner may enter into cooperative, coordinating or informationsharing agreements with any other bank supervisory agency or any organization affiliated with or representing one (1) or more bank supervisory agencies with respect to the periodic examination or other supervision of any branch in Wyoming of an outofstate state bank, or any branch of a Wyoming state bank in any host state, and the commissioner may accept such parties' reports of examination and reports of investigation in lieu of conducting his own examinations or investigations.
(d)  The commissioner may enter into contracts with any bank supervisory agency having concurrent jurisdiction over a Wyoming state bank or an outofstate state bank operating a branch in this state pursuant to this article to engage the services of the agency's examiners at a reasonable rate of compensation, or to provide the services of the commissioner's examiners to the agency at a reasonable rate of compensation. Any such contract shall not be subject to the provisions of W.S. 921016(b).
(e)  The commissioner may enter into joint examinations with any other bank supervisory agency having concurrent jurisdiction over any branch in Wyoming of an outofstate bank or any branch of a Wyoming state bank in any host state.
(f)  Each out-of-state state bank that maintains one (1) or more branches in this state may be assessed and, if assessed, shall pay supervisory and examination fees in accordance with the laws of this state and regulations of the commissioner. Notwithstanding any other provision of this title, the fees may be shared with other bank supervisory agencies or any organization affiliated with or representing one (1) or more bank supervisory agencies in accordance with agreements between the parties and the commissioner. All fees collected pursuant to this article shall be remitted to the state treasurer as collected and credited to the financial institutions administration account. Expenditures shall be made from the account by warrants drawn by the state auditor, upon vouchers issued and signed by the director or commissioner. Funds collected pursuant to this article shall be expended only to carry out the duties of the commissioner, the state banking board or as otherwise authorized under this article.
(g)  By entering into an agreement pursuant to this section, the state of Wyoming does not waive its sovereign immunity.
132808.  Enforcement.
The commissioner may take joint enforcement actions with any other bank supervisory agency having concurrent jurisdiction over any branch in Wyoming of an outofstate bank or any branch of a Wyoming state bank in any host state or may take such action independently if the commissioner deems the actions to be necessary or appropriate to carry out his responsibilities under this article or to ensure compliance with the laws of this state. In the case of an outofstate state bank, the commissioner shall recognize the exclusive authority of the home state supervisor over corporate governance matters and the primary responsibility of the home state supervisor with respect to safety and soundness matters. If the commissioner determines that a branch maintained by an outofstate state bank in this state, or a branch of a Wyoming bank operating in another state, is being operated in violation of any provision of the laws of this state, or that the branch is being operated in an unsafe and unsound manner, the commissioner shall have the authority to take all the enforcement actions as he would be empowered to take if the branch were a Wyoming state bank; provided, that the commissioner shall promptly give notice to the home state supervisor or host state supervisor, as applicable, of each enforcement action taken against an outofstate bank and, to the extent practicable, shall consult and cooperate with the home state supervisor in pursuing and resolving the enforcement action.
132809.  Repealed By Laws 1999, ch. 42, § 3.
132810.  Notice of subsequent merger.
Each outofstate state bank that has established and maintains a branch in this state pursuant to this article, or the home state supervisor of the bank, shall give at least thirty (30) days prior written notice (or, in the case of an emergency transaction, any shorter notice that is consistent with applicable state or federal law) to the commissioner of any merger, consolidation, or other transaction that would cause a change of control with respect to the bank or any bank holding company that controls the bank, with the result that an application would be required to be filed pursuant to the federal Change in Bank Control Act of 1978, as amended, 12 U.S.C. section 1817(j), or the federal Bank Holding Company Act of 1956, as amended, 12 U.S.C. section 1841 et seq., or any successor statutes thereto.
ARTICLE 9

FOREIGN BRANCH BANKING

132901.  Purpose.
(a)  This article is intended generally to ensure that:
(i)  Interstate state branches of outofstate foreign banks may be established and operated in this state:
(A)  To the extent consistent with the provisions of 12 U.S.C. section 3103; and
(B)  Under terms and conditions that are comparable to and no less favorable than those applicable to the establishment of interstate federal branches in this state by outofstate foreign banks.
(ii)  The laws and regulations of this state applicable to the establishment of interstate state branches in this state by outofstate banks do not, in a manner inconsistent with the laws and policies of the United States, discriminate against the establishment of interstate state branches in this state by outofstate domestic banks that are owned or controlled by foreign banks or other foreign persons.
132902.  Definitions.
(a)  As used in this article:
(i)  "Foreign bank" means any company organized under the laws of a foreign country, a territory of the United States, Puerto Rico, Guam, American Samoa or the Virgin Islands, that engages directly in the business of banking. The term includes foreign commercial banks, foreign merchant banks and other foreign institutions that engage in banking activities usual in connection with the business of banking in countries where the foreign institutions are organized or operating;
(ii)  "Home state" means as defined in W.S. 132802(a)(vi);
(iii)  "Interstate federal branch" means a branch of an outofstate foreign bank established pursuant to 12 U.S.C. section 3103(a)(1);
(iv)  "Interstate Wyoming state branch" means a branch of an outofstate foreign bank that is established in this state pursuant to 12 U.S.C. section 3103(a)(2);
(v)  "Outofstate foreign bank" means a foreign bank, the home state of which is a state other than Wyoming;
(vi)  "Outofstate bank" means a bank, the home state of which is a state other than Wyoming;
(vii)  "State" means as defined in W.S. 132802(a)(xiv).
132903.  Establishment of interstate branches by outofstate foreign banks.
An outofstate foreign bank may establish an interstate Wyoming state branch in the same manner as, and subject to the same criteria, standards, conditions, requirements and procedures applicable to the establishment of interstate branches in this state by an outofstate bank having the same home state in the United States.
132904.  Establishment of interstate branches by outofstate domestic banks owned or controlled by foreign banks or other foreign persons.
An outofstate domestic bank owned or controlled by a foreign bank or other foreign person may establish an interstate Wyoming state branch in the same manner as, and subject to the same criteria, standards, conditions, requirements and procedures applicable to the establishment of interstate branches in this state by an outofstate bank having the same home state in the United States.
CHAPTER 3

BANKING OPERATIONS

ARTICLE 1

GENERALLY

133101.  Bond required of officers and employees.
The state banking commissioner may require all active officers and employees of banks to furnish a fidelity bond in duplicate in an amount to be fixed by the state banking commissioner and written by a surety company authorized to do business in Wyoming. One (1) copy of the bond shall be filed with the state banking commissioner.
133102.  Loans to executive officers, directors, principal shareholders or others with ownership interests.
No bank shall loan any of its funds to executive officers, directors or to any person owning or controlling ten percent (10%) or more of the bank's or its bank holding company's voting ownership interests, or to any person in which any of the executive officers, directors or owners or controllers are interested except upon the written application of the person and then only with the prior approval of a majority of the board of directors. The approval of the loan, if allowed, shall be made a part of the records of the directors' meeting.
133103.  Preference to depositors or creditors prohibited; exceptions.
A bank shall not give preference to any depositor or creditor by pledging the assets of the bank as security except that the bank may qualify as depository for United States deposits, postal savings funds or other public funds by deposit of the securities required by law and except as otherwise permitted by this act.
133104.  Repealed By Laws 1999, ch. 42, § 3.
ARTICLE 2

RESTRICTED OPERATIONS

133201.  Acquisition of real estate.
(a)  No bank shall purchase, hold, convey or lease real estate except for the following purposes:
(i)  Real estate and buildings necessary to transact the business of a bank including its banking offices and other premises in the same buildings to rent as a source of income. The property shall not be carried on the books of the bank as an asset in an amount in excess of one hundred percent (100%) of the bank's capital and surplus and, with the prior approval of the state banking commissioner, undivided profits and reserve accounts. When any bank ceases to use the real estate and improvements for banking purposes, it shall, within five (5) years from the date of vacation of the premises, sell the property;
(ii)  Real estate which is purchased by or conveyed to the bank in satisfaction of or on account of debts previously contracted in the course of its business;
(iii)  Real estate which is purchased at execution sale or acquired by decree under securities held by it.
(b)  Any real estate acquired as provided in subsections (a)(ii) and (iii) of this section shall be entered on the books as other real estate at not more than acquisition cost, or appraised fair market value, whichever is less, shall be appraised at least every twentyfour (24) months, and shall be sold within ten (10) years after title to the property is acquired. Any real estate acquired prior to July 1, 1992 shall be carried on the bank's books at the lower of the bank's book value for that property as of July 1, 1992 or appraised value.
(i)  Repealed by Laws 1992, ch. 46, § 2.
(ii)  Repealed by Laws 1992, ch. 46, § 2.
(c)  If any real estate is not sold within the time required in this section, it shall not thereafter be carried as an asset of the bank. This section shall not apply to real estate purchased with funds other than the capital and resources of the banking business nor to real estate held in trust.
(d)  Any bank acquiring any real estate in any manner other than as provided by this section shall immediately charge it to a reserve for losses or to undivided profits.
(e)  Any appraisal required under subsection (b) of this section for property which is carried on the bank's books at a value equal to or exceeding fifty thousand dollars ($50,000.00) shall be conducted by a real estate appraiser certified or licensed by the state in which the property is located, who is not an officer or director of the bank and whose reports are acceptable to the state banking commissioner.
(f)  Any appraisal required under subsection (b) of this section may be waived by the state banking commissioner upon written application from the bank.
133202.  Investment in stock of other corporations.
(a)  No bank shall invest any of its assets in the capital stock of any other corporation except as follows:
(i)  In the capital stock of a federal reserve bank;
(ii)  In stock acquired to save a loss on a preexisting debt which shall be sold within twelve (12) months from the date acquired unless a longer period of time is permitted by the state banking commissioner;
(iii)  In the stock of a small business investment company as defined by the federal Small Business Investment Act of 1958 as amended;
(iv)  In the stock of the federal national mortgage association;
(v)  In the stock of a corporation formed solely for the purpose of making agricultural loans and borrowing or discounting loans from banks and associations of the farm credit system as authorized in the Farm Credit Act of 1971 (P.L. 92181), subject to such conditions and limitations as the state banking commissioner may prescribe;
(vi)  In the stock of a bank service corporation pursuant to W.S. 139101;
(vii)  In mutual fund shares whose underlying securities consist solely of obligations of the United States treasury or other federal agency obligations;
(viii)  In the stock of a federal home loan bank established under the Federal Home Loan Bank Act;
(ix)  In the stock of an operating subsidiary in accordance with W.S. 133204;
(x)  In the stock of a bank engaged exclusively in providing services to state or national banks or their subsidiary corporations, bank holding companies or their subsidiary corporations, or other financial institutions, hereinafter referred to as a "banker's bank," subject to the following limitations:
(A)  The investing bank may not acquire or retain ownership, control or power to vote more than five percent (5%) of any class of voting stock or securities of a banker's bank; and
(B)  The investing bank may not invest in a banker's bank more than ten percent (10%) of its capital stock and paid in and unimpaired surplus.
133203.  Borrowing.
(a)  A bank may borrow on and pledge assets of the bank as security for temporary purposes. If it appears that any bank is habitually borrowing for the purpose of reloaning the state banking commissioner may require the bank to pay off the borrowed money. A bank is not prevented from rediscounting in good faith and endorsing any of its negotiable notes.
(b)  Repealed by Laws 1992, ch. 46, § 2.
(c)  No bank shall sell or rediscount "without recourse" any notes or other negotiable securities on which the bank is in any way liable under purchase or guarantee agreements and any purchaser of notes or negotiable securities purchased "without recourse" shall look to the maker or guarantor of the notes or negotiable securities only for payment.
(d)  Any bank may borrow money from a federal reserve bank or federal home loan bank in the manner required by the rules, laws and regulations of the federal reserve banks or federal home loan bank, as applicable. A bank borrowing pursuant to this section may pledge assets of the bank as security for the borrowing.
(e)  Repealed by Laws 1992, ch. 46, § 2.
(f)  State chartered banks may engage in other borrowing activities subject to approval of the commissioner.
133204.  Operating subsidiaries; application; fee; new activities.
(a)  With prior written approval of the commissioner, a bank may purchase for its own account the stock in a corporation to perform functions that are authorized for the bank or that are usual or incidental to the business of banking, subject to the following conditions:
(i)  The bank shall own or control eighty percent (80%) or more of the voting stock of the subsidiary corporation;
(ii)  No officer, director or shareholder of the bank or any person in a substantially similar controlling or governing position of its bank holding company shall otherwise have a direct or indirect pecuniary interest in the subsidiary corporation;
(iii)  All transactions between the bank and the subsidiary shall be subject to any limitations and restrictions applicable under the laws of this state and the United States;
(iv)  All provisions of banking law applicable to the operations of the bank shall apply equally to the operations of the subsidiary;
(v)  Each subsidiary shall be subject to examination and supervision by the commissioner in the same manner and to the same extent as the bank. If the commissioner determines the subsidiary is violating any applicable law or that operation of the subsidiary is adversely affecting the safety and soundness of the bank, the commissioner may order the bank to dispose of all or any part of the subsidiary upon such terms as the commissioner deems appropriate or take any other appropriate administrative action authorized in this act.
(b)  The bank shall file an application for permission to operate a subsidiary with the commissioner, together with an application fee of seven hundred dollars ($700.00). The fee shall be deposited as provided in W.S. 132210(b) and may be expended as provided in that subsection. The application shall include:
(i)  The name and location of the subsidiary and the date the subsidiary will commence operations;
(ii)  A description of the activities and nature of the business to be conducted at the subsidiary; and
(iii)  A description of the nature of the bank’s investment in the subsidiary.
(c)  The commissioner shall approve the application and issue a certificate of authority to operate the subsidiary to the bank within twenty (20) days after receipt of the completed application and fee unless the commissioner finds:
(i)  The proposed activity or activities to be performed at the subsidiary are not activities the bank is authorized to perform and are not activities that are usual or incidental to the business of banking; or
(ii)  Operation of the subsidiary will adversely affect the safety and soundness of the bank.
(d)  With the prior approval of the commissioner, an approved subsidiary of a bank may engage in a new activity. The bank shall file a written application for approval of the new activity with the commissioner in the form prescribed by the commissioner. The commissioner shall approve the application in writing no later than twenty (20) days after receipt of the application if the commissioner finds that the proposed new activity is an activity that is authorized for the bank or is usual or incidental to the business of the bank and the proposed new activity will not adversely affect the safety and soundness of the bank.
(e)  Nothing in this section shall prohibit a bank from establishing and operating a subsidiary in a state other than Wyoming, provided that the bank complies with all applicable provisions of Wyoming law, the law of the state where the subsidiary will be located and federal law.
ARTICLE 3

ACCOUNTING PRACTICES

133301.  Losses to be charged to surplus fund.
Any losses sustained by a bank in excess of its undivided profits shall be charged to its surplus fund. The surplus fund shall subsequently be reimbursed from earnings. No dividends shall be declared or paid by any bank in excess of onehalf (1/2) of its net earnings until the surplus fund is fully restored to its former amount or an amount equal to one hundred percent (100%) of the paid up capital.